The URL can be used to link to this page

Home My WebLink About09-8563F.\FILES\Clients\11470 Members ]st\FILES\Current\51\ 11470.51.pra.transfer/nIm Created. 8/10/05 9:08AM Revised: 12/11/09 2:19PM 11065,78 Christopher E. Rice, Esquire Attorney I.D. No. 90916 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff MEMBERS I ST FEDERAL, : IN THE COURT OF COMMON PLEAS OF CREDIT UNION, : CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff V. :NO. 2009 - 5' Jr. 'd3 CIVIL TERM 2608 ASSOCIATES, LLC, 1818 ENTERPRISES, LLC, CHRISTOPHER B. POLKINGHORN, and LAWRENCE A. VANLOON, Defendants PRAECIPE TO THE PROTHONOTARY OF CUMBERLAND COUNTY: In accordance with the Certification of Docket Entries and Judgment of the Court of Common Pleas for Dauphin County, Pennsylvania, which is attached hereto, and pursuant to Pennsylvania Rule of Civil Procedure 3002(a), enter judgment in favor of Plaintiff Members Is` Federal Credit Union and against Defendant Lawrence A. Van Loon, in the amount of $250,386.69, plus interest per diem at $48.79, along with additional costs and fees incurred, until paid in full. MARTSON LAW OFFICES Date: 1.7-11-e F By: Christopher E. Rice, Esquire Attorney I.D. No. 90916 10 East High Street Carlisle, PA 17013 (717) 243-3341 CERTIFICATION I hereby certify that the Plaintiff's address is: Members 1 S` Federal Credit Union 5000 Louise Drive Mechanicsburg, PA 17055 I also hereby certify that the last known addresses for Defendant is as follows: Lawrence A. Vanloon 18 Stone Spring Lane Camp Hill, PA 17011 MARTSON LAW OFFICES By: 4-.,( S . /?- - Christopher E. Rice, Esquire I. D. Number 90916 10 East High Street Carlisle, PA 17013 (717) 243-3341 Date: 12 _/?_ 0 7 Attorneys for Plaintiff In The Court of Common pen of Maupbin countp, vennoptbanfa Members 1 st Federal Credit Union vs. 2608 Associates, LLC 1818 Enterprises, LLC Christopher B Polkinghorn and Lawrence A Vanloon No. 2008-CV-12659-NT CERTIFICATION OF DOCKET ENTRIES AND JUDGMENT I, the undersigned Prothonotary of the Court of common Pleas of Dauphin County, Pennsylvania, do hereby certify that the attached is a full, true and correct copy of the docket entries in the above captioned case. I further certify that judgment was entered in favor of Members 1 st Federal Credit Union and against 2608 Associates, LLC., 1818 Enterprises, LLC., Christopher B. Polkinghorn, and Lawrence A. Vanloon on October 1, 2009 in said case in the amount of Loan 1- $68,806.82, Loan 2- $33,876.97, Loan 3- $250,386.69. 3n Testimonp Wbereof, I have hereunto set my hand and affied the seal of the C Monday, December 04, 2009. Dort, on LAI Prothonotary By: t Lin. 1, Deputy Date: 12?4/20Q9 Dauphin County Time: 02:05 PM Complete Case History Page 1 of 3 Case: 2008-CV-12659-NT Members 1st Federal Credit Unionvs.2608 Associates, etal. Filed: 10/1/2008 Subtype: Notes Physical File: Y Appealed: N Comment: Status History Pending Pending / Judgment Judge History Date Judge 10/1/2008 No Judge, Payments Martson Law Offices Exemplified Record Miscellaneous Receipts Receipt Date 211132 12/4/2009 10/1/2008 10/1/2008 Reason for Removal Current Receipt Date Type 173041 10/1/2008 Civil Filing 211132 12/4/2009 Miscellaneous 23.00 Exemplified Record Plaintiff Name: Members 1st Federal Credit Union Address: Phone: Home: Employer: Litigant Type: Comment: Attorneys Rice, Christopher E Defendant Name: 2608 Associates Address: 2608 Walnut Street Harrisburg Phone: Home: Employer: Litigant Type: Comment: Attorneys Rice, Christopher E Work: (Primary attorney) PA 17103 Work: User: YCABEZA Amount 33.00 23.00 Total 56.00 23.00 Sum: 23.00 SSN: DOB: Sex: Send notices: Y Send Notices SSN: DOB: Sex: Send notices: Y (Primary attorney) Send Notices Date: 12/4/2009 Dauphin County Time: 02:05 PM Complete Case History Page 2 of 3 ' Case: 2008-CV-12659-NT Members 1st Federal Credit Unionvs.2608 Associates, etal. Defendant Name: 1818 Enterprises SSN: Address: 18 Stone Spring Lane DOB: Camp Hill PA Sex: Phone: Home: Work: Employer: Send notices: Y Litigant Type: Comment: Attorneys Rice, Christopher E (Primary attorney) Send Notices Defendant Name: Polkinghorn, Christophe r B SSN: Address: 2608 Walnut St DOB: Harrisburg PA Sex: Phone: Home: Work: Send notices: Y Employer: Litigant Type: Comment: Attorneys Rice, Christopher E (Primary attorney) Send Notices Defendant Name: Vanloon, Lawrence A SSN: Address: 18 Stone Spring Lane DOB: Camp Hill PA Sex: Phone: Home: Work: Send notices: Y Employer: Litigant Type: Comment: Attorneys Rice, Christopher E (Primary attorney) Send Notices Register of Actions 10/1/2008 Plaintiff: Members 1st Federal Credit No Judge, Union Attorney of Record: Christopher E New Civil Case Filed This Date. No Judge, Filing: Complaint with Confession of No Judge, Judgment Paid by: Martson Law Offices Receipt number: 0173041 Dated: 10/1/2008 Amount: $33.00 (Check) For: 1818 Enterprises (defendant) Defendant: Vanloon, Lawrence A Attorney No Judge, of Record: Christopher E Rice Defendant: Polkinghorn, Christopher B No Judge, Attorney of Record: Christopher E Rice Defendant: 1818 Enterprises Attorney of No Judge, Record: Christopher E Rice Defendant: 2608 Associates Attorney of No Judge, Record: Christopher E Rice User: YCABEZA Date: 1'/4/200.9 Time: 02:05 PM Page 3 of 3' Dauphin County Complete Case History Case: 2008-CV-12659-NT Members 1st Federal Credit Unionvs.2608 Associates, etal. Register of Actions 10/1/2008 On Complaint filed Judgment in favor of Plaintiff and against Defendant in the sum of Sixty-Eight Thousand Eight Hundred Six and 82/100 Dollars ($68806.82) by virtue of authority contained in Loan 1 of the Warrant of Attorney filed dated 12-23-05 payable installments with interest, costs, etc. ---- for colt'n. Inquisition and Exemption Waived. Entered At 9:11 a.m. Stephen E. Farina, Prothonotary On Complaint filed Judgment in favor of Plaintiff and against Defendant in the sum of Thirty-Three Thousand Eight Hundred Seventy-Six and 97/100 Dollars ($33,876.97) by virtue of authority contained in Loan 2 of the Warrant of Attorney filed dated 12/23/05 payable installments with interest, costs, etc. 5% for colt'n. Inquisition and Exemption Waived. Entered At 9:11 a.m. Stephen E. Farina, Prothonotary Copies of all Documents Mailed. On Complaint filed Judgment in favor of Plaintiff and against Defendant in the sum of Two Hundred Fifty Thousand Three Hundred Eighty-Six and 69/100 Dollars ($250386.69) by virtue of authority contained in Loan 3 the Warrant of Attorney filed dated 6-30-06 payable installments with interest, costs, etc. --- for colt'n. Inquisition and Exemption Waived. Entered At 9:11 a.m. Stephen E. Farina, Prothonotary Judgment Order date in Favor Of Disposition 10/01/2008 Plaintiff 10/01/2008 Open Comment: 68806.82 Loan 1 33876.97 Loan 2 250386.69 Loan 3 Plaintiff: Members 1st Federal Credit Union Defendant: 1818 Enterprises 2608 Associates Polkinghorn, Christopher B Vanloon, Lawrence A I`hreby certify that the foregoing is a tripe, and correct co ?y of the original filed. Protho otary/Clerk of Courts V 5-10 No Judge, No Judge, No Judge, Judgment Judgment User: YCABEZA COPIES OF ALL DOCUMENTS MAILED Christopher E. Rice, Esquire Attorney 1.D. No. 90916 MARTSON DEARDORFF WII LIAMS 0TI'O GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff MEMBERS 1ST FEDERAL : IN THE COURT OF COMMON PLEAS OF CREDIT UNION, : DAUPHIN COUNTY, PENNSYLVANIA Plaintiff V. a0S• u. NO. 2608 ASSOCIATES, LLC, 1818 ENTERPRISES, LLC, r. 7 CHRISTOPHER B. POLKINGHORN, and , LAWRENCE A. VANLOON, Defendants ` 1 NOTICE OF ENTRY OF JUDGMENT r PURSO PA R.C.P. NO. 236 TO: 2608 Associates, LLC r 2608 Walnut Street Harrisburg, Pennsylvania 17105 OCT 012008 , judgment by confession You are hereby notified that on was entered against you in the above-captioned case in favor of Members I' federal Credit Union as follows: Loan 1 (as defined in the Complaint) against 2608 Associates, LLC, and Christopher H. Polkinghorn: Principal $63,306.82 Costs of Suit (estimated) $500.00 Attorney Fees (estimated) $5,000.00 Total: $68,806.82* *Plus interest per diem at $10.72, along with additional costs and fees incurred, until paid in full. 1--.2009 Loan 2 (as defined in the Complaint) against 2608 Associates, LLC, and Christopher B. Polkinghorn: Principal and Interest $28,376.97 Costs of Suit (estimated) $500.00 Attorney trees (estimated) $5,000.00 Total: $33,876.97* *Plus interest per diem at $4.85, along with additional costs and fees incurred, until paid in full. Loan 3 (as defined in the Complaint) against 2608 Associates, LLC, 1818 Enterprises, LLC, Christopher B.1'olkinghorn, and Lawrence A. Vanloon: Principal and Interest $239,886.69 Costs of Suit (estimated) $500.00 Attorney Fees (estimated) $10,000,00 Total: $250,386.69* i *Plus interest per diem at $48.79, along with additional costs and fees 'nrred, until paid in full. Date: OCT 0 1 GUUB ?3 s Prothonotary YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE. A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. DAUPHIN COUNTY LAWYER REFERRAL SERVICE 213 North Front Street Harrisburg, PA 17101 (717) 232-7536 I hereby certify that the following is the address of the Defendant(s) stated in the certificate of residence. 2608 Walnut Street Harrisburg, PA 17105 A: 2608 Associates, LLC 2608 Walnut Street Harrisburg, Pennsylvania 17105 Usted esta siendo notiticado quo el de OCT o 12008, 8, se anoto on contra suya un fallo por confesion en la suma de $68,806.82, $33,876.97, $250 .69 en el caso mencionado en el epigrafe. FECHA: OCT 0 1 2008 Protonotario USTED DEBE LLEVAR INMEDIATAMENTE ESTE DOCUMENTO A SU ABOGADO. SI USTED NO TIENE UN ABOGADO O NO PUEDF. PAGARLE A UNO, LLAME O VAYA A LA SIGUIENTE OFICINA PARA AVERIGUAR DONDE PUEDE ENCORTRAR ASISTENCIA LEGAL. DAUPHIN COUNTY LAWYER REFERRAL SERVICE 213 North Front Street Harrisburg, PA 17101 (717) 232-7536 Certifico que la siguiente direecion es la del defendido/a segue indicada en el certificado de residencia: 2608 Walnut Street Harrisburg, PA 17105 Christopher E. Rice, Esquire Attorney I.D. No. 90916 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff MEMBERS 0" FEDERAL, : IN THE COURT OF COMMON PLEAS OF CREDIT UNION, : DAUPHIN COUNTY, PENNSYLVANIA Plaintiff NO. -, A/7 r 2608 ASSOCIATES, LLC, 1818 ENTERPRISES, LLC, CHRISTOPHER B. POLKINGHORN, and LAWRENCE A. VANLOON, Defendants NOTICE OF ENTRY OF JUDGMENT PURSUANT TO PA. R.C.P. NO. 236 TO: Lawrence A. Vanloon 18 Stone Spring Lane, Camp Hill, Pennsylvania You are hereby notified that on OCT 0 1200 _,judgment by confession was entered against you in the above-captioned case in favor of Members I` Federal Credit Union as follows: Loan 3 (as defined in the Complaint) against 2608 Associates, LLC, 1818 Associates, LLC, Christopher B. Polkinghorn, and Lawrence A. Vanloon: Principal and Interest $239,886.69 Costs of Suit (estimated) $500.00 Attorney Fees (estimated) $10,000.00 Total: $250,386.69* *Plus interest per diem at $48.79, along with additional costs and fees Jnci rred, until paid in full. .1 OCT 0 12008 t: ? I)atc: ` Y Prothonotary L. - w YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER Olt CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. DAUPHIN COUNTY LAWYER REFERRAL SERVICE 213 North Front Street Harrisburg, PA 17101 (717) 232-7536 I hereby certify that the following is the address of the Defendant(s) stated in the certificate of residence. 18 Stone Spring Lane Camp Hill, PA 17011 A: Lawrence A. Vanloon 18 Stone Spring Lanc Camp Hill, PA 17011 Usted esta siendo notif cado Sue el de C I 0 00 se anoto en , contra suya un fallo por confesion en la sums de $250,386.69 en el ca4o mencNion ual ;,e1 qjr fe. /U} FECHA: O CT 0 1 2008 Protonotario USTED DEBE LLEVAR INMEDIATAMENTE ESTE DOCUMENTO A SU ABOGADO. SI USTED NO TIENE UN ABOGADO O NO PUEDE PAGARLE A UNO, LLAME O VAYA A LA SIGUIENTE OFICINA PARA AVERIGUAR DONDE PUEDE ENCORTRAR ASISTENCIA LEGAL. DAUPHIN COUNTY LAWYER REFERRAL SERVICE 213 North Front Street Harrisburg, PA 17101 (717) 232-7536 Certifico que In siguiente direccion es Is del defendido/a segun indicada en el certificado de residencia: 18 Stone Spring Lane Camp Hill, PA 17011 Christopher E. Rice, Esquire Attorney I.D. No. 90916 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff MEMBERS I"' FEDF.RAI. CREDIT UNION, Plaintiff V. 2608 ASSOCIATES, LLC, 1818 ENTERPRISES, LLC, CHRISTOPHER B. POLKINGI-IORN, and LAWRENCE A. VANLOON, Defendants IN THE COURT' OF COMMON PLEAS OF DAUPHIN COUNTY, PENNSYLVANIA No Cy- Q ?os9-1U 7 NOTICE OF ENTRY OF JUDGMENT PURSUANT TO PA. R.C.P. NO. 236 TO: Christopher B. Polkinghorn 2608 Walnut Street Harrisburg, Pennsylvania ?+ ?Q You are hereby notified that on OCT 0 1 L , judgment by confession was entered against you in the above-captioned case in favor of Members 1" Federal Credit Union as follows: Loan 1(as defined in the Complaint) against 2608 Associates, LLC, and Christopher B. Polkinghorn: Principal $63,306.82 Costs of' Suit (estimated) $500.00 Attorney Dees (estimated) $5,000,00 Total: $68,806.82* .r, r, *Plus interest per diem at $10.72, along with additional costs and fees incurred, until paid in full. Loan 2 (as defined in the Complaint) against 2608 Associates, LLC, and Christopher B. Polkinghorn: Principal and Interest $28,376.97 Costs of Suit (estimated) $500.00 Attorney fees (estimated) $5,000.00 Total: $33,876.97* *Plus interest per diem at $4.85, along with additional costs and fees incurred, until paid in full. Loan 3 (as defined in the Complaint) against 2608 Associates, LLC, 1818 Enterprises, LLC, Christopher B. Polkinghorn, and Lawrence A. Vanloon: Principal and Interest $239,886.69 Costs of Suit (estimated) $500.00 Attorney Fees (estimated) $10,000.00 Total: $250,386.69* incurred, until *Plus interest per diem at $48.79, along with additional costs and paid in full. ,s Date: O CT V 12MB Prothonotary YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE. A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. DAUPHIN COUNTY LAWYER REFERRAL SERVICE 213 North Front Street Harrisburg, PA 17101 (717) 232-7536 I hereby certify that the following is the address of the Defendant(s) stated in the certificate of residence. 2608 Walnut Street Harrisburg, PA 17105 OR 3709 Walnut Street, Harrisburg, Pennsylvania 17105 A: Christopher B. Polkinghorn 2608 Walnut Street Harrisburg, PA 17105 ??11 Usted esta siendo notiticado que el de Y CT 01200, , se anoto en contra suya un fallo por confesion en la sums de $68,806.82, $33,876.97, and $250 8 69 en el easo mencionado en el epigrafe. FECHA: L)G I y I /-UUU Protonotario USTED DEBE LLEVAR INMEDIATAMENTE ESTE DOCUMENTO A SU ABOGADO. SI USTED NO TIENE UN ABOGADO O NO PUEDE PAGARLE A UNO, LLAME O VAYA A LA SIGUIENTE OFICINA PARA AVERIGUAR DONDE PUEDE ENCORTRAR ASISTENCIA LEGAL. DAUPHIN COUNTY LAWYER REFERRAL SERVICE 213 North Front Street Harrisburg, PA 17101 (717) 232-7536 Certifrco que Is siguiente direction es In del defendido/a segun indicada en el certificado de residencia: 2608 Walnut Street Harrisburg, PA 17105 OR 3709 Walnut Street, Harrisburg, Pennsylvania 17105 Christopher E. Rice, Esquire Attorney I.D. No. 90916 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff MEMBERS 1sT FEDERAL : IN THE COURT OF COMMON PLEAS OF CREDIT UNION, : DAUPHIN COUNTY, PENNSYLVANIA Plaintiff No C\/- racosq-Nr 2608 ASSOCIATES, LLC, 1818 ENTERPRISES, LLC, CHRISTOPHER B. POLKINGHORN, and LAWRENCE A. VANLOON, Defendants NOTICE OF ENTRY OF JUDGMENT == PURSUANT TO PA. R.C.P. NO. 236 TO: 1818 Enterprises, LLC i 18 Stone Spring Lane Camp Hill, Pennsylvania You are hereby notified that on OCT o 1 2008 'judgment by confession was entered against you in the above-captioned case in favor of Members I' Federal Credit Union as follows: Loan 3 (as defined in the Complaint) against 2608 Associates, LLC, 1818 Enterprises, LLC, Christopher B. Polkinghorn, and Lawrence A. Vanloon: Principal and Interest $239,886.69 Costs of Suit (estimated) $500.00 Attorney Fees (estimated) $10,000.00 Total: $250,386.69* *Plus interest per diem at $48.79, along with additional costs and paid in full. OCT 0 1.2000 Date: IT Prothonotary YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. DAUPHIN COUNTY LAWYER REFERRAL SERVICE 213 North Front Street Harrisburg, PA 17101 (717) 232-7536 I hereby certify that the following is the address of the Defendant(s) stated in the certificate of residence. 18 Stone Spring Lane, Camp Hill, Pennsylvania A: 1818 Enterprises, LLC 18 Stone Spring Lane Camp Hill, Pennsylvania MIT 01 Usted esta siendo notificado que el de contra suya un fallo por confesion en la suma de $250,386.69 en el caso met FECHA: a Protondtario 2008, se anoto en pdo en el epigrafe. USTED DEBE LLEVAR INMEDIATAMENTE ESTE DOCUMENTO A SU ABOGADO. SI USTED NO TIENE UN ABOGADO O NO PUEDE PAGARLE A UNO, LLAME O VAYA A LA SIGUIENTE OFICINA PARA AVERIGUAR DONDE PUEDE ENCORTRAR ASISTENCIA LEGAL. DAUPHIN COUNTY LAWYER REFERRAL SERVICE 213 North Front Street Harrisburg, PA 17101 (717) 232-7536 Certifico que is siguiente direccion es In del defendido/a segun indicada en el certifcado de residencia: 18 Stone Spring Lane, Camp Hill, Pennsylvania Christopher E. Rice, Esquire Attorney I.D. No. 90916 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER ,' .Y. MARTSON LAW OFFICES -` 10 East High Street ' i Carlisle, PA 17013, (717) 243-3341 Attorneys for Plaintiff MEMBERS I"r FEDERAL : IN THE COURT OF COMMON PLEAS OF CREDIT UNION, : DAUPHIN COUNTY, PENNSYLVANIA Plaintiff v. cv,'Q&,59^/v I . NO. 2608 ASSOCIATES, LLC, 1818 ENTERPRISES, LLC, CHRIS'T'OPHER B. POLKINGHORN, and LAWRENCE A, VANLOON, Defendants NOTICES IN CONNECTION WITH JUDGMENTS BY CONFESSION REQUIRED BY 42 PA. C.S.A. §2737.1. (Act 105 of 2000) PURSUANT TO 42 PA. C.S.A. SECTION 2737.1, IF YOU HAVE BEEN INCORRECTLY IDENTIFIED AND HAD A CONFESSION OR JUDGMENTENTERED AGAINSTYOU, YOU ARE E;NTIT'LED TO COSTS AND REASONABLE ATTORNEY FEES AS DETERMINED BY THE. COURT. INSTRUCTIONS REGARDING THE PROCEDURE T'O STRIKE THE CONFESSED JUDGMI NT ART? SE"I' FORTH BELOW: Pennsylvania Rule of Civil Procedure 2959 - Striking Off Judgment (a) (1) Relief from a judgment by confession shall be sought by petition. Except as provided in subparagraph (2), all grounds for relief whether to strike off the judgment or to open it must be asserted in a single petition. The petition may be filed in the county in which the judgment was originally entered, in any county to which the judgment has been transferred or in any other county in which the sheriff has received a writ of execution directed to the sheriff to enforce the judgment. (2) The ground that the waiver of the due process rights of notice and hearing was not voluntary, intelligent and knowing shall be raised only: (i) in support of a further request for a stay of execution where the court has not stayed execution despite the timely filing of a petition for relief from the judgment and the presentation of prima facie evidence of a defense; and (ii) as provided by Pennsylvania Rule of Civil Procedure 2958.3 or Rule 2973.3. (3) if written notice is served upon the petitioner pursuant to Rule 2956,1(c)(2) or Rule 2973.1(c), the petition shall be filed within thirty days after such service. Unless the defendant can demonstrate that there were compelling reasons for the delay, a petition not timely filed shall be denied. (b) If the petition states prima facie grounds for relief the court shall issue a rule to show cause and may grant a stay of proceedings. After being served with a copy of the petition the plaintiff shall file an answer on or before the return of the rule. The return day of the rule shall be fixed by the court by local rule or special order. (c) A party waives all defenses and objections which are not included in the petition or answer. (d) The petition and the rule to show cause and the answer shall be served as provided in Rule 440. (e) The court shall dispose of the rule on petition and answer, and on any testimony, depositions, admissions and other evidence. The court for cause shown may stay proceedings on the petition insofar as it seeks to open the judgment pending disposition of the application to strike off the judgment. If evidence is produced which in a jury trial would require the issues to be submitted to the jury the court shall open the judgment. (I) The lien of the judgment or of any levy or attachment shall be preserved while the proceedings to strike offor open the judgment are pending. You may have other rights available to you other than as set forth in this notice. You should take this paper to your lawyer at once. If you do not have a lawyer, go to or telephone the office set forth below. This office can provide you with information about hiring a lawyer. If you cannot afford to hire a lawyer, this office may be able to provide you with information about agencies that may offer legal services to eligible persons at a reduced fee or no fee. DAUPHIN COUNTY LAWYER REFERRAL SERVICE 213 NORTH FRONT STREET HARRISBURG, PA 17101 (717) 232-7536 Christopher E. Rice, Esquire Attorney I.D. No. 90916 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff MEMBERS 1"'FEDERAL : IN THE COURT OF COMMON PLEAS OF CREDIT UNION, ; DAUPHIN COUNTY, PENNSYLVANIA Plaintiff V. A/7 NO. 2608 ASSOCIATES, LLC, 1818 ENTERPRISES, LLC, CHRISTOPHER B. POLKINGHORN, and ' LAWRENCE A. VANLOON, Defendants _ =+ CERTIFICATE OF RESIDENCE We hereby certify that the last known addresses of the Defendants are: 2608 Associates, LLC - 2608 Walnut Street, Harrisburg, Dauphin County, Pennsylvania 1818 Enterprises, LLC - 18 Stone Spring Lane, Camp Hill, Pennsylvania Christopher B. Polkinghorn - 2608 Walnut Street, Harrisburg, Dauphin County, Pennsylvania, or 3709 Walnut Street, Harrisburg, Pennsylvania. Lawrence A. Vanloon - 18 Stone Spring Lane, Camp Hill, Cumberland County Pennsylvania. The address of Plaintiff is: 5000 Louise Drive, Mechanicsburg, Pennsylvania 17055. MARTSON LAW OFFICES Date: September 26, 2008 By: ?s)Z- Christopher E. Rice, Esquire Attorneys for Plaintiff Christopher E. Rice, Esquire Attorney I.D. No. 90916 MARTSON DEARDORFF WILLIAMS OTI'O GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff' MEMBERS Is "FEDERAL FEDERAL, : IN THE COURT OF COMMON PLEAS OF CREDIT UNION, : DAUPHIN COUNTY, PENNSYLVANIA Plaintiff Io ai 8 Cy-1,9U,59 Nr 2608 ASSOCIATES, LLC, 1818 ENTERPRISES, LLC, CHRISTOPHER B. POLKINGHORN, and LAWRENCE A. VANLOON, Defendants `-? NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON s: 5 Notice of Defendants' Rights TO: 2608 ASSOCIATES, LLC A judgment in the amounts of $68,806.82, $33,876.97, and $250,386.69 have been entered against you and in iiavor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time alter thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WI'T'HIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SI IOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE, IF YOU DO NOT HAVE A 1.AWY1':R OR CANNOT AFFORD ONE, GO TO OR TELEPI[ONE THE OFFICE SET FORTH BELOW TO I-IND OUT WHERE YOU CAN GET LEGAL HELP. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. DAUPHIN COUNTY LAWYER REFERRAL SERVICE 213 NORTH FRONT STREET HARRISBURG, PA 17101 (717) 232-7536 MARTSON LAW OFFICES By: f' -2 - . Christopher . Rice, Esquire Attorney I.D. No. 90916 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff Date: September 26, 2008 4 . Christopher E. Rice, Esquire Attorney I.D. No. 90916 MARTSON DEARDORFF WILLIAMS O'I` TO GILROY & FALLER MARTSON LAW OFFICES 10 East I Iigh Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff' MEMBERS 1" FEDERAI, CREDIT UNION, Plaintiff v. 2608 ASSOCIATES, LLC, 1818 ENTERPRISES, LLC, CHRISTOPHER B. POI.KINGHORN, and LAWRENCE A. VANLOON, Defendants IN THE COURT OF COMMON PLEAS OF DAUPHIN COUNTY, PENNSYLVANIA ?.o ?RC,?,?sv-Nr NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON Notice of Defendants' Rights TO: CHRISTOPHER B. POLKINGHORN ?y .v A judgment in the amounts of $68,806.82, $33,876.97, and $250,386.69 have been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTI I BELOW TO MINI) OUT WHERE YOU CAN GET LEGAL HELP. THIS OFFICE CAN PROVIDC? YOU WITf I INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BF, AISLE TO PROVIDE YOU WITII INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL. SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. DAUPHIN COUNTY LAWYER REFERRAL SERVICE 213 NORTH FRONT S"fREET HARRISBURG, PA 17101 (717) 232-7536 MARTSON LAW OFFICES By: 57- /C--- Christopher E. Rice, Esquire Attorney I.D. No. 90916 10 East High Strcct Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff Date: September 26, 2008 Christopher E. Rice, Esquire Attorney I.D. No. 90916 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff MEMBERS I"' FEDERAL : IN THE COURT OF COMMON PLEAS OF CREDIT UNION, : DAUPHIN COUN'T'Y, PENNSYLVANIA Plaintiff V. . NO. 1900 C,S !-, v 2608 ASSOCIATES, LLC, 1818 ENTERPRISES, LLC, CHRISTOPHER 13. POLKINGHORN, and r LAWRENCE A. VANL.OON, Defendants NOTICE UNDER RULE 2958.1 OF s^ JUDGMENT AND EXECUTION THEREON Notice of Defendants' Rights TO: 1818 ENTERPRISES, LLC l? A judgment in the amount of $250,386.69 has been entered against you and in favor of the Plaintiff without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time alter thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUS"1' 1ilI,E A I'L7'I'I'ION S1 F;K1NG RPI,IF.F FROM '['HE JUDGMENT AND PRESENT 11" CO A JUDGE WITHIN TI [1RTY (30) DAYS AFTE-11 THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU Oft YOU MAY LOST: YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO MIRE A LAWYER, Tl-lIS OFFICE MAY BE ABLE "1'0 PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL. SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. DAUPHIN COUNTY LAWYER REFERRAL SERVICE 213 NORTH FRONT STREET I IARRISBURG, PA 17101 (717) 232-7536 MARTSON LAW OFFICES Christopher E. Rice, Esquire Attorney I.D. No. 90916 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff Date: September 26, 2008 Christopher E. Rice, Esquire Attorney I.D. No. 90916 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff MEMBERS P" FEDERAL : IN THE COURT OF COMMON PLEAS OF CRI,DI'1' UNION, : DAUPIIIN COUNTY, PENNSYLVANIA Plaintifl' NU. V CAS ! ,/ 2608 ASSOCIATES, LLC, 1818 ENTERPRISES, LLC, CHRISTOPHER B. POLKINGHORN, and ;r LAWRENCE A. VANLOON, Defendants NOTICE UNDER RULE 2958.1 OF JUDGMENT AND EXECUTION THEREON Notice of Defendants' Rights TO: LAWRENCE A. VANLOON A judgment in the amount of $250,386.69 have been entered against you and in favor of the Plaintifl'without any prior notice or hearing based on a confession of judgment contained in a written agreement or other paper allegedly signed by you. The sheriff may take your money or other property to pay the judgment at any time after thirty (30) days after the date on which this notice is served on you. You may have legal rights to defeat the judgment or to prevent your money or property from being taken. YOU MUST FILE A PETITION SEEKING RELIEF FROM THE JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR RIGHTS. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE. OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO MIRE A LAWYER, THIS OFFICE MAY BE ABLE. TO PROVIDE, YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. DAUPHIN COUNTY LAWYER REFERRAL SERVICE 213 NORTH FRONT STREET HARRISBURG, PA 17101 (717) 232-7536 MARTSON LAW OFFICES By; Christopher E. Rice, Esquire Attorney I.D. No. 90916 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff Date: September 26, 2008 F.V7LES1CIi MW*mbereIe1I147MLWCurrem151%11170.5Lcontwpd Christopher E. Rice, Esquire Attorney I.D. No. 90916 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East High Street ?.? Carlisle, PA 17013 ,?5 =r (717) 243-3341 i Attorneys for Plaintiff MEMBERS PT FEDERAL CREDIT UNION, Plaintiff IN THE COURT OF COMMON PLEAS OF DAUPHIN COUNTY, PENNSYLVANIA V. NO 2608 ASSOCIATES, LLC, 1818 ENTERPRISES, LLC, CHRISTOPHER B. POLKINGHORN, and LAWRENCE A. VANLOON, Defendants amg-cv-- (059-IVT- CONFESSION OF JUDGMENT Pursuant to the authority contained in the Notes and Guaranties attached as Exhibits to the Complaint filed in the above-captioned case, we appear for the Defendants, 2608 Associates, LLC, 1818 Enterprises, LLC, Christopher B. Polkinghom, and Lawrence A. Vanloon, and confess judgment in favor of Members I' Federal Credit Union as of September 22, 2008, as follows: Loan 1 (as defined in the Complaint) against 2608 Associates, LLC, and Christopher B. Polkinghorn: Principal $63,306.82 Costs of Suit (estimated) $500.00 Attorney Fees (estimated) $5,000,00 Total: $68,806.82* *Plus interest per diem at $10.72, along with additional costs and fees incurred, until paid in full. Loan 2 (as defined in the Complaint) against 2608 Associates, LLC, and Christopher B. Polkinghorn: Principal and Interest $28,376.97 Costs of Suit (estimated) $500.00 Attorney Fees (estimated) $5,000.00 Total: $33,876.97* *Plus interest per diem at $4.85, along with additional costs and fees incurred, until paid in full. Loan 3 (as defined in the Complaint) against 2608 Associates, LLC, 1818 Enterprises, LLC, Christopher B. Polkinghorn, and Lawrence A. Vanloon: Principal and Interest $239,886.69 Costs of Suit (estimated) $500.00 Attorney Fees (estimated) $10,000.00 Total: $250,386.69* *Plus interest per diem at $48.79, along with additional costs and fees incurred, until paid in full. Respectfully submitted: MARTSON LAW OFFICES By: 5-- Christopher E. Rice, Esquire Attorney I.D. No. 90916 10 East High Street Carlisle, PA 17013 (717) 243-3341 Christopher E. Rice, Esquire Attorney I.D. No. 90916 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER i MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff MEMBERS I"'-FEDERAL ; IN THE COURT OF COMMON PLEAS OF CREDIT UNION, : DAUPHIN COUNTY, PENNSYLVANIA Plaintiff V. : NO. a0- Ctyr 1969A/7- 2608 ASSOCIATES, LLC, 1818 ENTERPRISES, LLC, CHRISTOPHER B. POLKINGHORN, and LAWRENCE A. VANLOON, Defendants COMPLAINT FOR CONFESSION OF JUDGMENT Members 1" Federal Credit Union, by and through its undersigned counsel, hereby files this Complaint for Confession of Judgment pursuant to Pa. R.C.P. No. 2951(b) and in support thereof, avers the following: 1. Plaintiff, Members 1" Federal Credit Union ("Plaintiff'), is a federally chartered credit union located at 5000 Louise Drive, Mechanicsburg, Pennsylvania 17055. 2. Defendant 2608 Associates, LLC, is a Pennsylvania limited liability company, with a registered address of 2608 Walnut Street, Harrisburg, Pennsylvania ("Defendant 2608 Associates') 3. Defendant 1818 Enterprises, LLC, is a Pennsylvania limited liability company, with a registered address of 18 Stone Spring Lane, Camp Hill, Pennsylvania ("Defendant 1818 Enterprises, LLC"). 4. Defendant Christopher B. Polkinghorn is an adult individual with a last known address of 2608 Walnut Street, Harrisburg, Pennsylvania, or, in the alterative, 3709 Walnut Street, Harrisburg, Pennsylvania ("Defendant Polkinghom!') 5. Defendant Lawrence A. Vanloon is an adult individual with a last known address of 18 Stone Spring Lane, Camp Hill, Pennsylvania (Defendant "Vanloon"). 6. All conditions precedents have been satisfied to allow Plaintiff to confess judgment against all of the Defendants listed herein under the loans referred to herein. 7. Judgment has not been confessed against any of the Defendants in any other jurisdiction under any of the loans referred to herein. 8. Plaintiff is the holder of all of the loans referred to herein. 9. All of the loans referred to herein were executed and delivered in connection with a commercial transaction and judgment is not being entered by confession against a natural person in connection with a consumer credit transaction. UNT I - PLAINTIFF v. DEFENDANT 2608 ASSOCIATES AND DEFENDANT POLKINGHORN 10. Paragraphs 1 through 9 are incorporated herein by reference. 11. On December 23, 2005, Defendant 2608 Associates signed certain loan documents with Plaintiff, including a note in the amount of $61,535.14 ("Loan 1") and a mortgage securing collateral located at 2201 State Road, Duncannon, Pennsylvania, and agreed to pay back Loan 1 with interest. The note is attached hereto as Exhibit "A." The mortgage can be found at Instrument Number 200600322 in the Recorder of Deeds's Office in and for Perry County, Pennsylvania. Defendant has failed to make any further payments on Loan 1 and is in breach of said note. 12. On December 23, 2005, Defendant Polkinghorn signed a guaranty for repayment of Loan 1. Defendant has failed to make any payments towards the debt owed by Defendant 2608 Associates and is in breach of the guaranty. The guaranty is attached hereto as Exhibit "B." 13. Under both the note and guaranty, plaintiff is able to confess judgment against Defendant 2608 Associates and Defendant Polkinghorn for the outstanding balance owed, plus interest, costs of suit, late fees, and attorney fees because a default occurred. 14. The total sum due and owing under Loan 1 as of September 22, 2008, is itemized as follows: Principal $63,306.82 Costs of Suit (estimated) $500.00 Attorney Fees (estimated) $5,000.00 Total: $68,806.82* *Plus interest per diem at $10.72, along with additional costs and fees incurred, until paid in full. WHEREFORE, Plaintiff requests this Court enter j udgment by confession against Defendant 2608 Associates and Defendant Polkinghorn in the amount of 68,806.82, along with interest accruing at the per diem rate of $10.72, and additional costs, late fees, and attorney fees as prayed for in the Complaint. COUNT II - PLAINTIFF v. DEFENDANT 2608 ASSOCIATES AND DEFENDANT POLKINGHORN 15. Paragraphs 1 through 14 are incorporated herein by reference. 16. On December 23, 2005, Defendant 2608 Associates signed certain loan documents with Plaintiff, including a note in the amount of $28,322.81 ("Loan 2") and a mortgage securing collateral located at 208 South Union Street, Middletown, Pennsylvania, and agreed to pay back Loan 2 with interest. The note is attached hereto as Exhibit "C." The mortgage can be found at Record Book 6364, Page 89 in the Recorder of Deeds's Office in and for Dauphin County, Pennsylvania. Defendant has failed to make any further payments towards Loan 2 and is in breach of said note. 17. On December 23, 2005, Defendant Polkinghorn signed a guaranty for repayment of Loan 2. Defendant has failed to make any payments towards the debt owed by Defendant 2608 Associates and is in breach of the guaranty. The guaranty is attached hereto as Exhibit "D." 18. Under both the note and guaranty, Plaintiff is able to confess judgment against Defendant 2608 Associates and Defendant Polkinghorn for the outstanding balance owed, plus interest, costs of suit, late fees, and attorney fees because a default occurred. 19. The total sum due and owing under Loan 2 as of September 22, 2008, is itemized as follows: Principal and Interest $28,376.97 Costs of Suit (estimated) $500.00 Attorney Fees (estimated) $5,000.00 Total: $33,876.97* *Plus interest per diem at $4.85, along with additional costs and fees incurred, until paid in full. WHEREFORE, Plaintiffrequests this Court enter judgment by confession against Defendant 2608 Associates and Defendant Polkinghorn in the amount of 33,876.97, along with interest accruing at the per diem rate of $4.85, and additional costs, late fees, and attorney fees as prayed for in the Complaint. COUNT III - PLAINTIFF v. DEFENDANT 2608 ASSOCIATES, DEFENDANT 1818 ENTERPRISES, DEFENDANT POLKINGHORN, AND DEFENDANT VANLOON 20. Paragraphs 1 through 19 are incorporated herein by reference. 21. On June 30, 2006, Defendant 2608 Associates and Defendant 1818 Enterprises signed certain loan documents with Plaintiff, including a note in the amount of $302,731.50 ("Loan 3"), a change in terms agreement, and a mortgage securing collateral located at 333 Nectarine Street, Harrisburg, Pennsylvania, and 415 Hummel Street, Harrisburg, Pennsylvania, and agreed to pay back the amount borrowed with interest. The note and change in terms agreement are attached hereto as Exhibit "E." The mortgages can be found at Instrument Numbers 20060028071 and 20060028075 in the Recorder of Deeds's Office in and for Dauphin County, Pennsylvania. Defendants have failed to make further payments under Loan 3 and is in breach of said note and change in terms agreement. 22. On June 30, 2006, Defendant Polkinghorn and Defendant Vanloon signed guaranties for repayment of Loan 3. Defendants have failed to make any payments towards the debt owed by Defendant 2608 Associates and Defendant 1818 Enterprises and are therefore in breach of the guaranties. The guaranties are attached hereto as Exhibit "F." 23. Under both the note and guaranties, Plaintiff is able to confess judgment against Defendant 2608 Associates, Defendant 181 Enterprises, Defendant Polkinghorn, and Defendant Vanloon for the outstanding balance owed, plus interest, costs of suit, late fees, and attorney fees because a default occurred. 24. The total sum due and owing under Loan 3 as of September 22, 2008, is itemized as follows: Principal and Interest $239,886.69 Costs of Suit (estimated) $500.00 Attorney Fees (estimated) $10,000.00 Total: $250,386.69* *Plus interest per deem at $48.79, along with additional costs and fees incurred, until paid in full. WHEREFORE, Plaintiff requests this Court enter judgment by confession against Defendant 2608 Associates, Defendant 1818 Enterprises, Defendant Polkinghorn and Defendant Vanloon in the amount of $250,386.69, along with interest accruing at the per diem rate of $48.79, and additional costs, late fees, and attorney fees as prayed for in the Complaint. Respectfully submitted, MARTSON LAW OFFICES Christopher E. Rice, Esquire Attorney I.D. No. 90916 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff Date: September 26, 2008 `Mb q.rri,n.w. ..,,. EXHIBM-A PROMISSORY NOTE References In the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item, Any item above containing "••" has been omitted due to text length limitations. Borrower: 2608 Associates, LLC PO Box 10767 Harrisburg, PA 17105 Lender: Members 1st Federal Credit Union ATTN: Small Business Lending 6000 Louise Drive Mechanicsburg, PA 17055 Principal Amount: $61,535.14 Interest Rate: 6.500% Date of Note: December 23, 2005 PROMISE TO PAY. 2608 Associates, LLC ("Borrower") promises to pay to Members let Federal Credit Union i"Lender"), or order, In lawful money of the United States of America, the principal amount of Sixty-one Thousand Five Hundred Thirty-five & 14/100 Dollars (561,635.14), together with Interest at the rate of 6.500% per annum on the unpaid principal balance from December 23, 2005, until paid In full. The Interest rate will not increase above 18.000%. PAYMENT. Borrower will pay this ban In 83 regular payments of $388.64 each and one irregular last payment estimated at $55,962.02. Borrower's first payment Is due January 16, 2008, and ail subsequent payments are due on the some day of each month after that. Borrower's final payment will be due on December 16, 2012, and will be for all principal and all accrued Interest not yet paid. Payments Include principal and Interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs; then to any late charges; then to any accrued unpaid Interest; and then to principal. Interest on this Note Is computed on a 3651385 simple Interest basis; that Is, by applying the ratio of the annual interest rate over the number of days In a year, muldp8ed by the outstanding principal balance, multiplied by the actual number of days the principal balance Is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate In writing. MAXIMUM INTEREST RATE. Under no circumstances will the interest rate on this Note exceed (except for any higher default rate shown below) the lesser of 18.000% per annum or the maximum rate allowed by applicable law, PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Note, Borrower understands that Lender Is entitled to a minimum Interest charge of 51.00. Other than Borrower's obligation to pay any minimum Interest charge, Borrower may pay without penalty all or a portion of the amount owed earlier than It Is due. Early payments will not, unless agreed to by Lender In writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full', "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, Including any check or other payment Instrument that indicates that the payment constitutes "payment In full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Members 1st Federal Credit Union, 5000 Louise Drive Mechanicsburg, PA 17050. LATE CHARGE. If a payment is 15 days or more late, Borrower will be ch/trged 5.000% of the unpaid portion of the regularly scheduled payment or $25.00. whichever Is less. INTEREST AFTER DEFAULT. Upon default, Including failure to pay upon final maturity, Lender, at Its option, may, if permitted under applicable law, Increase the interest rate on this Note to 15.000% per annum. The Interest rate will not exceed the maximum rate permitted by applicable law. If judgment Is entered in connection with this Note, interest will continue to accrue on this Note after judgment at the existing interest rate provided for In this Note. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained In this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially effect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading In any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or Insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foraC108ure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. PROMISSORY NOTE Loan No: 282821-03 {Continued) Insecurity. Lender in good faith believes itself Insecure. Page 2 Curs Provisions. If any default, other than a default in payment Is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within thirty (30) days; or (2) if the cure requires more than thirty (30) days, Immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay, Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (Including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federsl law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Note has been accepted by Lender in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there Is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 If Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. STATUTORY LIEN. Borrower agrees that all loan advances under this Note are secured by all shares and deposits in all joint and Individual accounts Borrower has with Lender now and in the future. Borrower authorizes Lender, to the extent permitted by applicable law, to apply the balance In these accounts to pay any amounts due under this Note when Borrower is in default under this Note. Shares and deposits M an Individual Retirement Account and any other account that would lose special tax treatment under state or federal low if given as security are not subject to the security Interest Borrower has given In Borrower's shares and deposits. COLLATERAL. Borrower acknowledges this Note Is secured by the following collateral described in the security instruments listed herein: (A) a Mortgage dated December 23, 2005, to Lender on real property located in Perry County, Commonwealth of Pennsylvania. (B) an Assignment of All Rents to Lender on real property located in Perry County, Commonwealth of Pennsylvania. ARBITRATION. Borrower and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arls(nq from this Note or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim Is filed, upon request of either party. No act to take or dispose of any collateral securing this Note shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This Includes, without limitation, obtaining injunctive reBef or a temporary restraining order; Invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or knpasition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judlclal process pursuant to Article 8 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any not, or exercise of any right, concerning any collateral securing this Note, Including any claim to rescind, reform, or otherwise modify any agreement relating to the collateral securing this Note, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing In this Note shall preclude any pony from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laohes, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable In any arbitration proceeding. and the commencement of on arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. MEMBERSHIP REQUIREMENTS. All borrowers and Guarantors must maintain a membership with the Credit Union in good standing for the life of the loan. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(les) should be sent to us at the following address: Members 1 at Federal Credit Union 5000 Louise Drive Mechanicsburg, PA 17050, GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated In writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone, All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT 110%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (3500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE PROMISSORY NOTE . Loan No: 262821-03 (Continued) Page EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW, BORROWER: 2808 AS ATE LC sal} r atop . Pol rn LENDER: MEMBER 1ST FEDERAL CREDIT UNION X Author d nsr IAINA ?N twOnp VW. 670.00=4 Caw, Naha FAmaa SmWda 1- 1997, ROOF. M NOW A-M. . FA ll." P %070.FC Tn.941 M.1 "ein rmu ?r x AJ.L H E1 J7 T: :OMMERCIAL GUARANTY References In the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or Item. Any item above containing " • * •" has been omitted due to text length limitations. Borrower: 2608 Associates, LLC Lender: Members 1st Federal Credit Union PO Box 10767 ATTN: Small Business Lending Harrisburg, PA 17105 5000 Louise Drive Mechanicsburg, PA 17055 Guarantor: Chrlatopher B. Polkinghorn 3709 Walnut Street Harrisburg, PA 17109 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or Its order, on demand, In legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from any and all debts, liabilities and obligations that Borrower individually or collectively or interchangeably with others, owes or will owe Lender under the Note and Related Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents. The above limitation on liability is not a restriction on the amount of the Note of Borrower to Lender either in the aggregate or at any one time. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminsted guaranties. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed in full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the indebtedness or any part of the Indebtedness, including Increases and decreases of the rate of Interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fall or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in Its discretion may determine; (G) to sail, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (8) this Guaranty Is executed at Borrower's request and not at the request of Lender; IC) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; IF) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial Information which currently has been, and all future financial Information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial Information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor Is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate moans of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately Informed from such means of any facts, ovents, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any Information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; IC) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (0) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public, or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth herein, If now or hereafter Borrower is or shall become Insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and COMMERCIAL GUARANTY Loan NO: 262821-03 (Continued) Page _ Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 647(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely effects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor Is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third panty, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee In bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes Insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower, In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which It may have or acquire against Borrower or against any assignee or trustee In bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. It Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, In the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth In this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Arbitration. Borrower and Guarantor and Lender agree that all disputes, claims and controversies between them whether Individual, joint, or class in nature, arising from this Guaranty or otherwise, including without limitation contract and tort disputes, shah be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim Is filed, upon request of either party. No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment of imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article S of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing In this Guaranty shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, !aches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, Incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services, Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Low. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Guaranty has been accepted by Lender in the Commonwealth of Pennsylvania. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, COMMERCIAL GUARANTY Loan No: 262821-03 (Continued) Page 3 claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there Is more than one Borrower or Guarantor, then all words used In this Guaranty in the singular shall be deemed to have been used In the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor' respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, It Is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any Indebtedness made or created In reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty, Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shell be given in writing, and shall be effective when actually delivered, when actually received by telefacalmile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited In the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shell not be deemed to have waived any rights under this Guaranty unless such waiver Is given In writing and signed by Lender. No delay or omission on the part of Lender In exercising any right shall operate as a waiver of such right or any other right, A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender Is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent Instances where such consent Is required and In all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns, Waive Jury. Lender and Guarantor hereby waive the right to any jury trial In any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America, Words and terms used in the singular shall include the plural, and the plural shall Include the singular, as the context may require. Words and terms not otherwise defined In this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means 2608 Associates, LLC and Includes all co-signers and co-makers signing the Note and all their successors and assigns. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Christopher B. Polkinghorn, and In each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's Indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means Members 1 at Federal Credit Union, its successors and assigns. Note. The word "Note" means the promissory note dated December 23, 2005, in the original principal amount of $61,535.14 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Documents, The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed In connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT, THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY, GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. COMMERCIAL GUARANTY % Loan No: 262821-03 (Continued) Page 4 EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION. EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED DECEMBER 23, 2005. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUARANT (Seal) r stopher B. Polkinghorn INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTF OF PENNSYLVANIA ? / ) SS ) COUNTY OF Llftit,&nj On this, the day of '200, be re me k-y1(Q.1 r the undersigned Notary Public, personally appeared Christopher . Polka hom, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within Instrument, and acknowl dged that he or she executed the same for the purposes therein contained. In witness whereof. I hereunto set my hand and official seal. A? Notary Public lyrand for the State of 1 V.. e.28.MW4 CW. w.Me ft-1.1 fa.n?, m.. 7007, 7004. M NaM, A-W. • PA ZAMU L9101C ILA? wixnnnvYx w ttlM E PROMISSORY NOTE Ci >< Cttiif?tl:; ... ??i1'ial'?„?,r?? .. : 1''?'?i?',fiinM?• ?'i'?i,?:•:??r':F?'?'':?.:.:.:.?i`+?i?'1Ri?,7a?R".'?v?.1`. ... . .. .:... r?e:`e: References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "• •'" has been omitted due to text length limitations Borrower: 2606 Associates, LLC Lender: Members lot Federal Credit Union PO Box 10767 ATTN: Small Business Lending Harrisburg, PA 17105 5000 Louise Drive Mechanicsburg, PA 17055 Principal Amount: $28,322.81 Interest Rate: 6.500% Date of Note: December 23, 2005 PROMISE TO PAY. 2608 Associates, LLC ("Borrower") promises to pay to Members lot Federal Credit Union ("Lender"), or order, In lawful money of the United States of America, the principal amount of Twenty-eight Thousand Three Hundred Twenty-two & 811100 Dollars (1028,322.81), together wkh Interest at the rate of 6.500% per annum on the unpaid principal balance from December 23, 2005, until paid in full, The Interest rate will not Increase above 18.000%. PAYMENT. Borrower will pay this loan in 83 regular payments of 4178.89 each and one Irregular last payment estimated at 825,756.56. Borrower's first payment Is due January 16, 2006, and all subsequent payments are due on the same day of each month after that. Borrower's final payment will be due on December 18, 2012, and will be for all principal and all accrued Interest not yet paid. Payments Include principal and Interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs; then to any late charges; then to any accrued unpaid Interest; and then to principal. Interest on this Note Is computed on a 3651385 simple Interest bests; that Is, by applying the ratio of the annual Interest rate over the number of days in a year, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance Is outstanding, Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate In writing. MAXIMUM INTEREST RATE. Under no circumstances will the interest rate on this Note exceed (except for any higher default rate shown below) the lesser of 18.000% per annum or the maximum rate allowed by applicable law. PREPAYMENT; MINIMUM INTEREST CHARGE, Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by low. In any event, even upon full prepayment of this Note, Borrower understands that Lender Is entitled to a minimum Interest charge of $1.00. Other then Borrower's obligation to pay any minimum Interest charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it Is due. Early payments will not, unless agreed to by Lander In writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language, If Borrower sands such a payment, Lender may accept it without losing any of Lander's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, Including any check or other payment Instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Members tat Federal Credit Union, 5000 Louise Drive Mechanicsburg, PA 17050. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment or 425.00, whichever Is less. INTEREST AFTER DEFAULT. Upon default, Including failure to pay upon final maturity, Lender, at Its option, may, It permitted under applicable law, increase the Interest rate on this Note to 16.000% per annum. The interest rate will not exceed the maximum rate permitted by applicable law. If judgment Is entered in connection with this Note, Interest will continue to accrue on this Note after judgment at the existing Interest rate provided for in this Note. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default, Borrower falls to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower, Default In Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the Insolvency of Borrower, the appointment of a receiver for any part of Borrowor's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate roserve or bond for the dispute. Events Affecting Guarantor: Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, In doing so, cure any Event of Default. PROMISSORY NOTE Loan No: 262821-04 (Continued) Page 2 Adverse Change. A material adverse change occurs In Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impalred. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default In payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve 112) months, it may be cured it Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within thirty (30) days; or (2) if the cure requires more than thirty (30) days, Immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and therepfter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notlces as required by applicable law, declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there Is a lawsuit, Including attorneys' fees, expenses for bankruptcy proceedings (Including efforts to modify or vacate any automatic stay or Injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal low, the laws of the Commonwealth of Pennsylvania without regard to Its conflicts of law provisions. This Note has been accepted by Lender in the Commonweaith of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 it Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays Is later dishonored. STATUTORY LIEN. Borrower agrees that all loan advances under this Note are secured by all shares and deposits In all joint and individual accounts Borrower has with Lender now and in the future. Borrower authorizes Lender, to the extent permitted by applicable low, to apply the balance in these accounts to pay any amounts due under this Note when Borrower Is in default under this Note. Shares and deposits in an Individual Retirement Account and any other account that would lose special tax treatment under state or federal law if given as security are not subject to the security Interest Borrower has given in Borrower's shares and deposits. COLLATERAL. Borrower acknowledges this Note Is secured by the following collateral described in the security Instruments listed herein: (A) a Mortgage dated December 23, 2005, to Lender on real property located in Dauphin County, Commonwealth of Pennsylvania, (B) an Assignment of All Rents to Lender on real property located ih Dauphin County, Commonwealth of Pennsylvania. ARBITRATION. Borrower and Lender agree that all disputes, claims and controversies between them whether Individual, joint, or class In nature, arising from this Note or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim Is filed, upon request of either party. No act to take or dispose of any collateral securing this Note shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This Includes, without limitation, obtaining injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or Imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or ressonaMeness of any act, or exercise of any right, concerning any collateral securing this Note, including any claim to rescind, reform, or otherwise modify any agreement relating to the collateral securing this Note, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered In any court having jurisdiction. Nothing in this Note shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, lathes, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. MEMBERSHIP REOUIREMENTS. All borrowers and Guarantors must maintain a membership with the Credit Union in good standing for the life of the loan. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and Its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(ies) should be sent to us nt the following address: Members 1st Federal Credit Union 5000 Louise Drive Mechanicsburg, PA 17050. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or ondorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether its maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several, if any portion of this Note is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT, BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR PROMISSORY NOTE Loan No: 262821-04 (Continued) Page 3 COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (3500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. The lien arising from any judgment confessed or entered pursuant to the foregoing authority shall not extend to any of Borrower's residential real property as that term is defined in the Pennsylvania Act of January 30, 1974 {Pa. Laws 13, No. 6), referred to as the Loan Interest and Protection Law, as amended, and the holder of any judgment confessed or entered pursuant to the forgoing authority shall not, In enforcement of any such judgment, execute, levy or otherwise proceed against any such residential real property, provided, however, that the lien of such judgment shall extend to such residential real property and that the holder thereof shall be permitted to execute, levy or proceed against such residential real property from and after the entry of a judgment as contemplated by Section 407 of such Loan Interest and Protection Lew and Rules 2881 to 2886 of the Pennsylvania Rules of Civil Procedure, or successor or similar statutes and rules. No limitation of lien or any execution, levy or other enforcement contained in the immediately preceding sentence shall apply with respect to any judgment obtained other than by the foregoing authority to confess or enter judgment. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: TES, L 200!!0!,!A5$9 By. (sal) hdat . olklnqhr, LENDER: MEMBERS 1S FEDERAL CREDIT UNION X Authorize i r 'Plo Win M,0 N d,y, V- 5.1A.00,W4 cw,. HwMd n. W Swft , . 1537. 1000. AN AyM, A-d. - IA OACFAl/0010 K MU? iAd A rntunwu c a .11 IIIAM LXH Y BIT: "OMMERCiAL GUARANTY f?rifsftpaf . I References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "•* I " has been omitted due to text length limitations. Borrower: 2608 Associates, LLC Lender: Members 1st Federal Credit Union PO Box 10767 ATTN: Small Business Lending Harrisburg, PA 17105 5000 Louise Drive Mechanicsburg, PA 17055 Guarantor: Christopher B. Polkinghorn 3709 Walnut Street Harrisburg, PA 17109 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment end satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This Is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone also obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. INDEBTEDNESS. The word "Indebtedness" as used In this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from any and all debts, liabilities and obligations that Borrower Individually or collectively or interchangeably with others, owes or will owe Lender under the Note and Related Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents. The above limitation on liability is not a restriction on the amount of the Note of Borrower to Lender either in the aggregate or at any one time. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed In full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Bo?rower,•to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including Increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; IF) to apply such security and direct the order or manner of sale thereof, Including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in Its discretion may determine; (G) to sell, transfer, assign or grant participations In all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty Is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (0) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; IF) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial Information which currently has been, and all future financial information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred In Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor Is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and IJ) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonection on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans or obligations; (C) • to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (O) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; IF) to pursue any other remedy within Lender's power; or (Q) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth herein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and COMMERCIAL GUARANTY Loan No: 262821-04 (Continued) Page 2 Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 5471b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or "anti-defioiency" law or any other law which may prevent Lender from bringing any action, Including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, Including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; IE) any statute of limitations, If at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of Its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by low or public policy. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lander may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender Is hereby authorized, In the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce Its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty; Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth In this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Arbitration. Borrower end Guarantor and Lender agree that all disputes, claims and controversies between them whether Individual, joint, or class In nature, arising from this Guaranty or otherwise, including without limitation contract and ton disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association In effect at the time the claim Is filed, upon request of either party. No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining Injunctive relief or a temporary restraining order: invoking a power of 3810 under any deed of trust or mortgage: obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, Including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, Including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered In any court having jurisdiction. Nothing In this Guaranty shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and simNar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, Interpretation, and enforcement of this arbitration provision. Attorneys' Fees: Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help enforce this Guaranty, and Guarantor shall pay the coats and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Lew. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvanis without regard to its conflicts of law provisions. This Guaranty has been accepted by Lender in the Commonwealth of Pennsylvania. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty: the Guaranty fully reflects Guarantor's Intentions and Perot evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, COMMERCIAL GUARANTY Loan No: 262821-04 (Continued) Page 3 claims, damages, and costs (Including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used In this Guaranty In the singular shall be deemed to have been used In the plural where the context and construction so require; and where there is more then one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entitles, it is not necessary for Lender to inquire Into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefecaimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addressee shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any Guarantor Is deemed to be notice given to all Guarantors, No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver Is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender Is required under this Guaranty, the granting of such consent by Lender in any Instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld In the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall Include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means 2608 Associates, LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Christopher B. Polkinghorn, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. Lender. The word "Lender" means Members 1 at Federal Credit Union, Its successors and assigns. Note. The word "Note" means the promissory note dated December 23, 2006, In the original principal amount of $28,322.81 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (9500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. The lion arising from any judgment confessed or entered pursuant to the foregoing authority shall not extend to any of Guarantor's residential real property as that term is defined in the Pennsylvania Act of January 30, 1974 (Pa. Laws 13, No. 6), referred to as the Loan Interest and Protection Law, as amended, and the holder of any judgment confessed or entered pursuant to the forgoing authority shall not, in enforcement of any such judgment, execute, levy or otherwise proceed against any such residential real property; provided, however, that the lien of such judgment shall extend to such residential real property and that the holder thereof shall be permitted to execute, levy or proceed against such residential real property from and after the entry of a judgment as contemplated by Section 407 of such Loan Interest and Protection Law and Rules 2981 to 2986 of the Pennsylvania Rules of Civil Procedure, or successor or similar statutes and rules. No limitation of lien or any COMMERCIAL GUARANTY Loan No: 262821-04 (Continued) Page execution, levy or other enforcement contained in the Immediately preceding sentence shall apply with respect to any judgment obtained other than by the foregoing authority to confess or enter judgment. EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED DECEMBER 23, 2005. THIS GUARANTY IS GIVEN UNDER BEAL AND IT 18 INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. GUAR(Ssal? Polkinghorn INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA I )SS COUNTY OF t 1e,-J1%A F ? c ? On this, the day of 200-5 before me the unders ed Notary Public, personally appeared Christopher B. Polkin orn, known to me lot satisfactorily proven) to be the person whose name Is subscribed to the within instrument, and acknowledt that he or she executed the same for the purposes therein contained, In witness whereof, I hereunto met my hand and official seal. ?westi?"a` Notary Public in and/or the State of i LAW Md L.A. q. V". L71AD.W4 CM. N .Id PM. .W DAN-. M.. I"?. WK M 11109,16-W. M ZNCM001201C 114817 M•d . r i PROMISSORY NOTE References In the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing ""•'" has been omitted due to text length limitations. Borrower: 2608 Associates, LLC 1818 Enterprises, LLC PO Box 10767 Harrisburg, PA 17106 Lender: Members 1st Federal Credit Union ATTN: Small Business Lending 5000 Louisa Drive Mechanicsburg, PA 17055 Principal Amount: 8302,731.50 Interest Rate: 7.800% Date of Note: June 30, 2006 PROMISE TO PAY. 2608 Associates, LLC; and 1818 Enterprises, LLC ("Borrower") Jointly and severally promise to pay to Members let Federal Credit Union ("Lender"), or order, In lawful money of the United States of America, the principal amount of Three Hundred Two Thousand Seven Hundred Thirty-one & 50/100 Dollars (0302,731.501, together with Interest at the rata of 7.800% per annum on the unpaid principal balance from June 30, 2006, until paid in full. The Interest rate will not increase above 18.000%. PAYMENT. Borrower will pay this loan In 119 regular payments of $2,305.77 each and one irregular last payment estimated at $246,425.10. Borrower's first payment Is due August 16, 2006, and all subsequent payments are due on the same day of each month after that. Borrower's final payment will be due on July 16, 2016, and will be for all principal and all accrued interest not yet paid. Payments include principal and Interest. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs; then to any late charges; then to any accrued unpaid Interest; and then to principal. Interest on this Note Is computed on a 3651365 simple Interest basis; that Is, by applying the ratio of the annual interest rate over the number of days in a year, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. MAXIMUM INTEREST RATE. Under no circumstances will the interest rate on this Note exceed (except for any higher default rate shown below) the lesser of 18,000% per annum or the maximum rate allowed by applicable law. PREPAYMENT: MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Note, Borrower understands that Lender Is entitled to a minimum Interest charge of $1.00. Other than Borrower's obligation to pay any minimum interest charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language, If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment Instrument that indicates that the payment constitutes "payment In full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Members 1 at Federal Credit Union, 5000 Louise Drive Mechanicsburg, PA 17050. LATE CHARGE. If a payment is 15 days or more late, Borrower will be chdrged 5.000% of the unpold portion of the regularly scheduled payment or $25.00, whichever is leas. INTEREST AFTER DEFAULT. Upon default, Including failure to pay upon final maturity, Lender, at Its option, may, if permitted under applicable law, increase the Interest rate on this Note to 15.000% per annum. The interest rate will not exceed the maximum rate permitted by applicable law. If Judgment is entered in connection with this Note, interest will continue to accrue on this Note after judgment at the existing interest rate provided for in this Note. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower falls to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents, False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents Is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue Is made), any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or Insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note, In the event of a death, Lender, at Its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. PROMISSORY NOTE Loan No: 262821-07 (Continued) Page 2 Insecurity. Lender In good faith believes Itself insecure. Cure Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve 0 2) months, It may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: 11) cures the default within thirty (30) days; or (2) if the cure requires more then thirty 130) days, Immediately Initiates steps which Lander deems In Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance on this Note and all accrued unpaid Interest Immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES: EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This Includes, subject to any limits under applicable law, Lander's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive, the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal low, the laws of the Commonwealth of Pennsylvania without regard to Its conflicts of law provisions. This Note has been accepted by Lander In the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lander's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE. Borrower will pay a fee to Lender of 826.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. STATUTORY LIEN. Borrower agrees that all loan advances under this Note are secured by all shares and deposits in all joint and individual accounts Borrower has with Lender now and In the future. Borrower authorizes Lender, to the extent permitted by applicable law, to apply the balance in these accounts to pay any amounts due under this Note when Borrower Is In default under this Note. Shares and deposits In an Individual Retirement Account and any other account that would lose special tax treatment under state or federal law if given as security are not subject to the security interest Borrower has given in Borrower's shares and deposits. COLLATERAL. Borrower acknowledges this Note is secured by the following collateral described in the security Instruments listed herein: (A) a Mortgage dated June 30, 2006, to Lender on real property described as "Real Property located at 333 Nectarine Street, Harrlsburg, PA 17104" and located In Dauphin County, Commonwealth of Pennsylvania. (B) an Assignment of All Rents to Lender on real property described as "Real Property located at 333 Nectarine Street, Harrisburg, PA 17104" and located in Dauphin County, Commonwealth of Pennsylvania. (C) an Assignment of All Rents to tender on real property described as "Real Property located at 1412 Thompson Street, Harrisburg, PA 17104" and located in Dauphin County, Commonwealth of Pennsylvania. (D) a Mortgage dated June 30, 2006, to Lender on real property described as "Real Property located at 1412 Thompson Street, Harrisburg, PA 17104" and located in Dauphin County, Commonwealth of Pennsylvania. (E) a Mortgage dated June 30, 2006, to Lander on real property described as "Real Property located at 415 Hummel Street, Harrisburg, PA 17104" and located in Dauphin County, Commonwealth of Pennsylvania. (F) an Assignment of All Rents to Lender on real property described as "Real Property located at 416 Hummel Street, Harrisburg, PA 17104" and located in Dauphin County, Commonwealth of Pennsylvania. (G) a Mortgage dated June 30, 2006, to Lender on real property described as "Real Property located at 2608 Walnut Street, Harrlsburg, PA 17103" and located in Dauphin County, Commonwealth of Pennsylvania. (H) Inventory, accounts, equipment, general intangibles, consumer goods and fixtures described in a Commercial Security Agreement dated June 30, 2006. ARBITRATION. Borrower and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class In nature, arising from this Note or otherwise, including without limitation contract and tart disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association In effect at the time the claim Is filed, upon request of either party. No act to take or dispose of any collateral securing this Note shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order: Invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or Imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any collateral securing this Note, Including any claim to rescind, reform, or otherwise modify any agreement relating to the collateral securing this Note, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered In any court having jurisdiction. Nothing in this Note shall preclude any party from seeking equkabie relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, Inches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shalt be doomed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. MEMBERSHIP REQUIREMENTS. All borrowers and Guarantors must maintain a membership with the Credit Union in good standing for the life of the loan. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy0es) should be sent to us at the following address: Members 13t Federal Credit Union 5000 Louise Drive Mechanicsburg, PA 17050. GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Each Borrower PROMISSORY NOTE + Loan No. 262821-07 (Continued) Page 3 understands and agrees that, with or without notice to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including Increases and decreases of the rate of interest on the indebtedness; Ic) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; Id) apply such security and direct the order or manner of sale thereof, including without limitation, any non-judicial sale permitted by the terms of the controlling security agreements, as Lender in its discretion may determine; Is) release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or In any manner Lender may choose; and If) determine how, when and what application of payments and credits shall be made on any other Indebtedness owing by such other Borrower. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor, Upon any change in the terms of this Note, and unless otherwise expressly stated In writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fall to realize upon or perfect Lender's security Interest In the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification Is made. The obligations under this Note are joint and several. If any portion of this Note is for any reason determined to be unenforceable, It will not affect the enforceability of any other provisions of this Note. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS 18500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, EACH BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. THIS NOTE IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. BORROWER: LENDER: MEMBERS 1,7 FE R. CREDIT UNION X Aut razed Signsr ??S[A reC 1-1- V.. 6.7[.hLQCJ Can. I,—. 1—. luw,•+n,, ins. 1197. MX AN nyaM Ib, II. . ?[ z.1CA•,R.070.fC TA. It ht ,w.6 C ANGE IN TERMS AGREEMEF Pr#11f: ib>olt>F::Deltl;>:; ^ M?'ilflt . fi f•1f':F.t?alt r?crantw:: ernes :: tnttlars • .. ?l?...:/:.?:. {kit..... ..:a.... .a , s :: ?s_???:•::???:.I?l?/?:'':?.L.f;1?1,"?liw???6'?????'l:V."6????'I?.:ii?: :•: ?I?i??.`.?? ? ?.. _:+: r:4: r :.:.: ...:... .•.... .: .... ... -....: .... .?. .. .. . ..?. :'*??... .. E.?, -•: '`:-.: References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or Item. Anv item above containing ""'" has been omitted due to text length limitations. Borrower: 2608 Associates, LLC 1818 Enterprises, LLC PO Box 10767 Harrisburg, PA 17105 Lender: Members lot Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 Principal Amount: $302,731.50 Interest Rate: 7.800% Date of Agreement: February 15, 2008 DESCRIPTION OF EXISTING INDEBTEDNESS. Members 1 st FCU loan 262821-07. DESCRIPTION OF CHANGE IN TERMS. Beginning April 16, 2008 and monthly therafter, payments will be reduced to $1,756.55 for the remainder of the loan term. PROMISE TO PAY. 2608 Associates, LLC; and 1518 Enterprises, LLC 1"Borrower") jointly and severally promise to pay to Members fat Federal Credit Union ("Lender"), or order, in lawful money of the United States of America, the principal amount of Three Hundred Two Thousand Seven Hundred Thirty-ons A 501100 Dollars 1$302,731.501, together with interest at the rate of 7.800% per annum on the unpaid principal balance from June 30, 2006, until paid in full, The Interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" section. PAYMENT. Borrower will pay this loan In 118 regular payments of $2,305.77 each and one Irregular last payment estimated at $246,425.10. Borrower's first payment Is due August 16, 2006, and all subsequent payments are due on the same day of each month after that. Borrower's j final payment will be due on July 16, 2016, and will be for all principal and all accrued interest not yet paid. Payments include principal and ! interest. Unless otherwise agreed or required by applicable low, payments will be applied first to any unpaid collection costs; then to any lets . _..? charges. than to any accrued unpaid Interest; and than to principal. Interest on this loan Is computed on a 365/365 simple Interest basis; that is, by applying the ratio of the annual Interest rate over the number of days In a year, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. Borrower will pay Lender at Lender's address shown above or at such other place so Lender may designate In writing. MAXIMUM INTEREST RATE. Under no circumstances will the interest rate on this loan exceed (except for any higher default rate shown below) the lesser of 18.000% per annum or the maximum rate allowed by applicable law, PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Agreement, Borrower understands that Lender is entitled to a minimum interest charge of $1.00. Other than Borrower's obligation to pay any minimum interest charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due and may result In Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept It without losing any of Lender's rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment In full" of the amount owed or. that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Members 1 at Federal Credit Union, 5000 Louise Drive Mechanicsburg, PA 17050. LATE CHARGE. If a payment is 15 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment or $25.00, whichever is less. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the Interest rate on this loan shall be increased to 15.000% per annum ("Default Rate"). 11 judgment is entered in connection with this Agreement, interest will continue to accrue after the date of judgment at the Default Rate. However, in no event will the Interest rate exceed the maximum interest rate limitations under applicable law, DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: Payment Default. Borrower fails to make any payment when due under the Indebtedness. Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. Default In Favor of Third Parties. Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to perform Borrower's obligations under this Agreement or any of the Related Documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Death or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination of Borrower's existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the indebtedness. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lander. However, this Event of Default shall not apply it there is a good faith dispute by Borrower as to the validity of reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness evidenced by this Note. In the event of a death, Lander, at its option, may, but shall not be required to, permit the Guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of :HANGE IN TERMS AGREEMENT Loan No; 262821-07 (Continued) Page 2 Default. Adverse Change. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Indebtedness is Impaired. Insecurity. Lender in good faith believes itself insecure. Cure Provisions. If any default, other than a default In payment is curable and if Borrower has not been given a notice of a breach of the same provision of this Agreement within the preceding twelve (12) months, it may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within thirty (30) days; or 12) if the cure requires more than thirty 130) days, immediately Initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may, after giving such notices as required by applicable law, declare the entire unpaid principal balance under this Agreement and all accrued unpaid Interest Immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone 0130 to help collect this Agreement if Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, Including attorneys' fees, expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. This Agreement will be governed by federal law applicable to Lander and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Agreement has been accepted by Lander in the Commonwealth of Pennsylvania. CHOICE OF VENUE. If there Is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. DISHONORED ITEM FEE, Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which Borrower pays is later dishonored. STATUTORY LIEN. Borrower agrees that all Indebtedness is secured by all shares and deposits In all joint and individual accounts Borrower has with Lender now and in the future. Borrower authorizes Lender, to the extent permitted by applicable law, to apply the balance in these accounts to pay any amounts due under this Agreement when Borrower Is In default under this Agreement. Shares and deposits in an Individual Retirement Account and any other account that would lose special tax treatment under state or federal law If given as security are not subject to the security interest Borrower has given in Borrower's shares and deposits. COLLATERAL. Borrower acknowledges this Agreement is secured by the following collateral described in the security instruments listed herein: IA) a Mortgage dated June,30, 2006, to Lender on real property described as "Real Property located at 333 Nectarine Street, Harrisburg, PA 17104" and located In Dauphin County, Commonwealth of Pennsylvania. (B) an Assignment of All Rents to Lender on real property described as "Real Property located at 333 Nectarine Street, Harrisburg, PA 17104" and located in Dauphin County, Commonwealth of Pennsylvania. (C) an Assignment of All Rents to Lender on real property described as "Real Property located at 1412 Thompson Street, Harrisburg, PA 17104" and located in Dauphin County, Commonwealth of Pennsylvania. (0) a Mortgage dated June 30, 2006, to Lender on reel property described as "Real Property located at 1412 Thompson Street, Harrisburg, PA 17104" and located in Dauphin County, Commonwealth of Pennsylvania. (E) a Mortgage dated June 30, 2006, to Lender on real property described as "Real Property located at 415 Hummel Street, Harrisburg, PA 17104" and located in Dauphin County, Commonwealth of Pennsylvania. IF) an Assignment of All Rents to Lender on real property described as "Real Property located at 415 Hummel Street, Harrisburg, PA 17104" and located in Dauphin County, Commonwealth of Pennsylvania. (G) a Mortgage dated June 30, 2006, to Lender on real property described as "Real Property located at 2608 Walnut Street, Harrisburg, PA 17103" and located in Dauphin County, Commonwealth of Pennsylvania. (H) inventory, accounts, equipment, general intangibles, consumer goods and fixtures described in a Commercial Security Agreement dated February 15, 2008. ARBITRATION. Borrower and Lender agree that all disputes, claims and controversies between them whether individual. joint, or class in nature, arising from this Agreement or otherwise, Including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining Injunctive relief or a temporary restraining order; Invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any not. or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shag also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing In this Agreement shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, inches, and similar doctrines which would otherwise be applicable In an sedan brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, Interpretation, and enforcement of this arbitration provision. CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligationis), remain unchanged and in full force and effect. Consent by Lander to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and andorsers of the original obligation(s), including accommodation parties, unless a party is'expressly released by Lender in writing. Any maker or endorser, Including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation :HANGE IN TERMS AGREEMENT Loan No: 262821-07 (Continued) Page 3 does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions. SUCCESSOR INTERESTS. The terms of this Agreement shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please notify us if we report any inaccurate information about your account(s) to a consumer reporting agency. Your written notice describing the specific inaccuracy(les) should be sent to us at the following address: Members 1st Federal Credit Union 6000 Louise Drive Mechanicsburg, PA 17050. MISCELLANEOUS PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing them. Each Borrower understands and agrees that, with or without notice to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured loans or otherwise extend additional credit; 1b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the Indebtedness; (c) exchange, enforce, waive, subordinate, tai( or decide not to perfect, and release any security, with or without the substitution of new collateral; (d) apply such security and direct the order or manner of sale thereof, Including without limitation, any non-judicial sale permitted by the terms of the controlling security agreements, as Lender in its discretion may determine; (a) release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; and (f) determine how, when and what application of payments and credits shell be made on any other indebtedness owing by such other Borrower. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this :. Agreement, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender' may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fall to realize upon or perfect Lender's security Interest In the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. AN such parties also agree that Lender may modify this loan without the consent of or notice to anyone other then the party with whom the modification Is made. The obligations under this Agreement are joint and several. If any portion of this Agreement Is for any reason determined to be unenforceable, it will not affect the enforceability of any other provisions of this Agreement. CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE. TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT UNDER THIS AGREEMENT AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE ENTIRE PRINCIPAL BALANCE OF THIS AGREEMENT AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS AGREEMENT OR A COPY OF THIS AGREEMENT VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS AGREEMENT TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS AGREEMENT. BORROWER HEREBY WAIVES ANY RIGHT BORROWER MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO BORROWER'S ATTENTION OR BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. PRIOR TO SIGNING THIS AGREEMENT, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. EACH BORROWER AGREES TO THE TERMS OF THE AGREEMENT. THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW. CHANGE IN TERMS SIGNERS: LENDER. MEMBERS 1ST FEDDERA CREDIT UNION Authorized Signor 6 ?`_------- _ _• - _- --.__- ?A`uCH M'104.•JnV. Vw. 5.71.,MPAJ? C u.?IIwIw.M,mw•a.4544?+a,.;M. 1!04 WA. All Ay- OW-0. -PA C:ICCN ACIA?iCFI'lM1•OAK./C TA•?:M 141 A a wwren• ?a IUMA U F woupwommum 41'1: COMMERCIAL GUARANTY References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "" • •" has been omitted due to text length limitations. Borrower: 2808 Associates, LLC 1818 Enterprises, LLC PO Box 10787 Harrisburg, PA 17105 Lender: Members' tat Federal Credit Union ATTN: Small Business Lending 5000 Louise Drive Mechanicsburg, PA 17055 Guarantor: Christopher B. Polkinghorn Zbp B 67a6 Walrwt fi••e-• Lfi/fs?V ?T ?%. Hats"", PA "400- rj'si ?rf - / 7/? 3 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower, or any one or more of them, to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, In same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents, INDEBTEDNESS. The word "Indebtedness" as used In this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from any and all debts, liabilities and obligations that Borrower Individually or collectively or interchangeably with others, owes or will owe Lender under the Note and Related Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents. The above limitation on liability is not a restriction on the amount of the Note of Borrower to Lender either in the aggregate or at any one time. It Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminsted guaranties. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue In full force until all the Indebtedness shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed In full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shell not effect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lander, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B)' to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including Increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fell or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonJudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender In its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty Is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any Interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit Information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided to Lender Is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; IH) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation of now or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security hold by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth herein, if now or hereafter Borrower is or shall become Insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and COMMERCIAL GUARANTY Loan No: 262821-07 (Continued) Page 2 Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section B47(b), or any successor provision of the Federal bankruptcy laws. Guarantor also waives any and all rights or defenses based on suretyship or Impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lander against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public poNcy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shell be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of credltors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lander and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment In legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the some are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, In the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lander deems necessary or appropriate to perfect, preserve and enforce Its rights under this'Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth In this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Arbitration. Borrower and Guarantor and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class In nature, arising from this Guaranty or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in affect at the time the claim is flied, upon request of either party. No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This Includes, without limitation, obtaining injunctive relief or a temporary restraining order; Invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or Imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 8 of the Uniform Commercial Coda. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered In any court having jurisdiction. Nothing in this Guaranty shag preclude any party from seeking equitable relief from a court of competent Jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencentent of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' foes and Lender's legal expenses, Incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else to help onforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' foes and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shell pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. This Guaranty has been accepted by Lender in the Commonwealth of Pennsylvania. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's Intentions and parol evidence is not required to interpret the terms of this Guaranty, Guarantor hereby indemnifies and holds Lender harmless from all losses, COMMERCIAL GUARANTY Loan No: 262821-07 (Continued) Page 3 claims, damages, and costs lincluding Lender's attorneys' fees) suffered or Incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used In the plural where the context and construction so require; and where there is more than one Borrower named In this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by Itself will not mean that the rest of this Guaranty will not be valid or enforced, Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to Inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacaimile (unless otherwise required by taw), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change Its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender Informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there Is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver Is given In writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender Is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and In all cases such consent may be granted or withheld in the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns„ and shall be enforceable by Lender and its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial In any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts In lawful money of the United States of America. Words and terms used In the singular shalt include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Guaranty shall have the meanings attributed to such terms In the Uniform Commercial Code: Borrower. The word "Borrower" means 2808 Associates, LLC; and 1818 Enterprises, LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Christopher B. Polkinghorn, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described In this Guaranty. Lender. The word "Lander" means Members 1 at Federal Credit Union, its successors and assigns. Note. The word "Note" means the promissory note dated June 30, 2006, In the original principal amount of 8302,731.50 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT 110%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS (5600) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. _ COMMERCIAL GUARANTY Loan No: 262821-07 (Continued) Page 4 EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED JUNE 30, 2006. THIS GUARANTY IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED inwr1MMENT ACCORDING TO LAW. GUARANTOR: X 4/ / (Seep Ch er inghor INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA ) SS COUNTY OF __CUIyLber I CLAd 1 n this, the X30 44 day of '-FLA to , 20 before me ALAI Hn MPS !P1•>_w , the undersigned Notary Public, personally appeared Christopher B. Polkin orn, known to me (or satisfactorily proven) to be the person whose name Is subscribed to the within instrument, and acknowledged that he or she executed the some for the purposes therein contained. In witness whereof. I hereunto met my hand and official seal. COMM NWE LTH OF PENNSYLVANIn Notarial Seal Notary Public in and for the State of -P' f" Kristin H. Messick, Notary Public LowerA(lcn TWp.. Cumberland Countyty M Cotnmission r---:-- Oct. 29, 2Z ' Member. Pennsylvania Association of Notaries uses reo L,"e..e, v"• h.7eA1C.C0e C,er. N"wee MwPW serve,,,. Y,.. iae7. 20M ui eyeo e,,..,a. . RA Z:%CPRtP0g O.eC TW1154 PX4 'OMMERCIAL GUARANTY rtn ` loaia .: 1 ?? ::::p t':th ttnK. In ?t References In the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "'"'" has been omitted due to text length limitations. Borrower: 2808 Associates, LLC Lender: Members 13t Federal Credit Union 1818 Enterprises, LLC ATTN: Small Business Lending PO Box 10787 5000 Louise Drive Harrisburg, PA 17105 Mechanicsburg, PA 17055 Guarantor: Lawrence A. Vsnloon 18 Stone Spring Lane Camp HUI, PA 17011 GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Borrower, or any one or more of them, to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. INDEBTEDNESS. The word "Indebtedness" as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys' fees, arising from any and all debts, liabilities and obligations that Borrower individually or collectively or interchangeably with others, owes or will owe Lender under the Note and Related Documents and any renewals, extensions, modifications, refinancings, consolidations and substitutions of the Note and Related Documents. The above limitation on liability is not a restriction on the amount of the Note of Borrower to Lender either in the aggregate or at any one time. If Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender's rights under all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor's liability will be Guarantor's aggregate liability under the terms of this Guaranty and any such other unterminated guaranties. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all the Indebtedness shell have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been performed In full. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty, GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor's liability under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, exteiSd, accelerate, or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of Interest on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fell or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or dead of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or quality In any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any low, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial Information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recant financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (1) Lander has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; 18) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the Indebtedness or In connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender's power; or (G) to commit any not or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth herein, if now or hereafter Borrower is or shall become insolvent and the Indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up In favor of Lender and Borrower, and COMMERCIAL GUARANTY Uin No: 262821-07 (Continued) Page 2 Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 647(b), or any successor provision of the Federal bankruptcy laws. Guarantor also wolves any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason of (A) any "one action" or "anti-deficiency' law or any other law which may prevent Lender from bringing any action, Including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; IB) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or. discharging the Indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full In legal tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which Is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or In equity other than actual payment and performance of the Indebtedness. If payment Is made by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender Is hereby authorized, In the name of Guarantor, from time to time to file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce Its rights under this Guaranty. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: Amendments. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth In this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Arbitration. Borrower and Guarantor and Lender agree that all disputes, claims and controversies between them whether Individual, joint, or class In nature, arising from this Guaranty or otherwise, Including without limitation contract and tort disputes, shall be arbitrated pursuant to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party. No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement. This includes, without limitation, obtaining Injunctive relief or a temporary restraining order; invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or Imposition of a receiver; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. Nothing In this Guaranty shall preclude any party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, wahrer, laches, and similar doctrines which would otherwise be applicable in an notion brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision. Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of Lender's costs and expenses, Including Lender's attorneys' fees and Lender's legal expenses, Incurred In connection with the enforcement of this Guaranty. Lender may hire or pay someone also to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Coats and expenses include Lender's attorneys' foes and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or Injunction), appeals, and any anticipated post-judgment collection services, Guarantor also shall pay all court costs and such additional fees as may be directed by the court. Caption Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. Governing Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal low, the laws of the Commonwealth of Pennsylvania without regard to Its conflicts of law provisions. This Guaranty has been accepted by Lender in the Commonwealth of Pennsylvania. Choice of Venue. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Cumberland County, Commonwealth of Pennsylvania. Integration. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby Indemnifies and holds Lender harmless from all losses, COMMERCIAL GUARANTY *, Loren No: 262821-07 (Continued) Page 3 claims, damages, and costs (including Lender's attorneys' fees) suffered or Incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. Interpretation. In all cases where there is more than one Borrower or Guarantor, then all words used In this Guaranty in the singular shall be deemed to have been used In the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or should not be enforced, that fact by Itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even If a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, It Is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty, Notices. Unless otherwise provided by applicable law, any notice required to be given under this Guaranty shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited In the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender Informed at all times of Guarantor's current address. Unless otherwise provided by applicable law, if there Is more than one Guarantor, any notice given by Lender to any Guarantor Is deemed to be notice given to all Guarantors. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender In exercising any right shall operate as a waiver of such right or any other right. A walver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender In any instance shall not constitute continuing consent to subsequent Instances where such consent is required and in all cases such consent may be granted or withheld In the sole discretion of Lender. Successors and Assigns. The terms of this Guaranty shall be binding upon Guarantor, and upon Guarantor's heirs, personal representatives, successors, and assigns, and shall be enforceable by Lender and Its successors and assigns. Waive Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or countwclaim brought by either Lender or Borrower against the other. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined In thld Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: Borrower. The word "Borrower" means 2608 Associates, LLC; and 1818 Enterprises, LLC and Includes all co-signers and co-makers signing the Note and all their successors and assigns. Guarantor. The word "Guarantor" means everyone signing this Guaranty, including without limitation Lawrence A. Vanloon, and in each case, any signer's successors and assigns. Guaranty. The word "Guaranty" means this guaranty from Guarantor to Lender. Indebtedness. The word "indebtedness" means Borrower's indebtedness to Lender as more particularly described In this Guaranty. Lender. The word "Lender" means Members 1 at Federal Credit Union, its successors and assigns. Note. The word "Note" means the promissory note dated June 30, 2006, in the original principal amount of $302,731.50 from Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed In connection with the Indebtedness. CONFESSION OF JUDGMENT. GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN THE COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE, TO APPEAR AT ANY TIME FOR GUARANTOR AFTER THE AMOUNTS HEREUNDER BECOME DUE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST GUARANTOR FOR THE ENTIRE PRINCIPAL BALANCE OF THIS GUARANTY AND ALL ACCRUED INTEREST, LATE CHARGES AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER RELATING TO ANY COLLATERAL SECURING THE INDEBTEDNESS, TOGETHER WITH COSTS OF SUIT, AND AN ATTORNEY'S COMMISSION OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED DOLLARS ($500) ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE IMMEDIATELY; AND FOR SO DOING, THIS GUARANTY OR A COPY OF THIS GUARANTY VERIFIED BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE AUTHORITY GRANTED IN THIS GUARANTY TO CONFESS JUDGMENT AGAINST GUARANTOR SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT AUTHORITY, BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL AMOUNTS DUE UNDER THIS GUARANTY. GUARANTOR HEREBY WAIVES ANY RIGHT GUARANTOR MAY HAVE TO NOTICE OR TO A HEARING IN CONNECTION WITH ANY SUCH CONFESSION OF JUDGMENT AND STATES THAT EITHER A REPRESENTATIVE OF LENDER SPECIFICALLY CALLED THIS CONFESSION OF JUDGMENT PROVISION TO GUARANTOR'S ATTENTION OR GUARANTOR HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL. COMMERCIAL GUARANTY Y Loan Flo: 262821-07 (Continued) Page EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION. EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED JUNE 30, 2006. THIS GUARA Y IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS GUARANTY IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALSTRUMENT ACCORDINVTO LAW. INDIVIDUAL ACKNOWLEDGMENT COMMONWEALTH OF PENNSYLVANIA COUNTY OF _ C Viet I C'r it cr ` ) SS On this,,. the day of .Vine , 20 0 lp , before me ?rJ6 Lila {S the undersigned Notary Public, personally appeared Lawrence A. Vanloon, known to me for satisfactorily proven) to be the person whose name la subscribed to the within instrument, and acknowledged that he or she executed the same for the purposes therein contained. In witness whereof. I hereunto set my hand and official seal. Notary Public in and for the State of USER Flq L+ Wag. V". R.rE OMM4 CN., Nwh,d ft-W Salmi,., 1- 1q7. 2M. M r4hW 11.."r.,. . M Z $CMIlL19M.,C 76.11M MR! C:OMMUNWEALT}{ UP PENNSYLVANIA Notarial Seal Kristin If Messick, No Lower Allen. T%v . buY Public M Commission Lx ?res?piandCoun Member. pennsylvanfA As CL 29. 200 j soclation or Nolark s -0 a r I, Dan Summers of Members I" Federal Credit Union, acknowledge i have the authority to execute this Verification on behalf of Members I"Federal Credit Union and certify the foregoing Complaint for Confession of Judgment is based upon Information which has been gathered by my counsel In the preparation of the lawsuit. The language of this document is that of counsel and not my own. I have read the document and to the extent the Complaint for Confession of Judgment is based upon information which I have given to my counsel, it is true and correct to the best of my knowledge, information and belief. To the extent the content of the Complaint for Confession of Judgment is that of counsel, I have relied upon counsel in making this Verlfication. This statement and Verification am made subject to the penalties of 19 Pa. C.S. § 4904 relating to unsworn falsification to authorities, which provides that if I knowingly make false averments, I may be subject to criminal penalties. MEMBERS 1ST FEDERAL CREDIT UNION By: Ueq?1/ Dan Summers, Collection Manheri' I, e? ? Christopher E. Rice, Esquire Attorney I.D. No. 90916 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East I-ligh Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff MEMBERS IST FEDERAL CREDIT UNION, Plaintiff IN THE COURT OF COMMON PLEAS OF DAUPHIN COUNTY, PENNSYLVANIA V. 2608 ASSOCIATES, LLC, 1818 ENTERPRISES, LLC, CHRISTOPHER B. POLKINGHORN, and LAWRENCE A. VANLOON, Defendants . NO. AFFIDAVI'T' 1, Christopher E. Rice, Esquire, attorney for Plaintiff, hereby certify, that to the best of my knowledge, that the Confession of Judgment for Money attached is not being entered against a natural person in connection with a consumer credit transaction. Christopher E. Rice, Esquire Sworn to and subscribed before me this 26" dray of September, 2008. Not(Vublic OOMMONWEALTH OF PENNSYLVANIA Nolaltai Seal Mwy M. Price, Notary PuNc CWft Bwa, Cu nd CourtW W CWM111 WM E*ftAug.18, 2011 Member, PenneylnNs Aneol0w Christopher E. Rice, Esquire Attorney I.D. No. 90916 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff MEMBERS 18"' FEDERAL CREDIT' UNION, I'laintiff' IN THE COURT OF COMMON PLEAS OF DAUPHIN COUNTY, PENNSYLVANIA V. 2608 ASSOCIATES, LLC, 1818 ENTERPRISES, LLC, CHRISTOPHER B. POLKINGHORN, and LAWRENCE A. VANLOON, Defendants NO. AFFIDAVIT AS TO MILITARY SERVICE COMMONWEALTH OF PENNSYLVANIA ) :SS. COUNTY OF CUMBERLAND ) Christopher E. Rice, Esquire, being duly sworn according to law, deposes and says that he has authority to make this affidavit on behalf of his client, and to the best of his knowledge, information and belie!, the Defendants above named are not in the military service of the United States of America, that he has knowledge that the said Defendants are now located at 2608 Walnut Street, Harrisburg, Pennsylvania, or, 18 Stone Spring Lane, Camp Hill, Pennsylvania. Said Defendants' place of employment is unknown. ?- ` /` Christopher E. Rice, Esquire Sworn to and subscribed before me this 26th day of September, 2008. A') Al 0 Not ublic COMMONWEALTH OF PENNSYLVANIA Notadal Seal Mary M. Prim Notary Public CadWa Bolo, Cumberland Cour ty My CorrnWslon E*ku Aup.18, 2011 Member, Pennsylvania Assodatlon of Notsries w CERTIFICATE F SERVICE I, Mary M. Price, an authorized agent of MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER, hereby certify that a copy of the foregoing Complaint for Confession of Judgment was served this date by depositing same in the Post Office at Carlisle, PA, Certified Mail, Restricted Delivery, postage prepaid, addressed as follows: 2608 Associates, LLC 2608 Walnut Street Harrisburg, Pennsylvania 17105 Christopher B. Polkinghorn 2608 Walnut Street Harrisburg, Pennsylvania 17105 Lawrence A. Vanloon 18 Stone Spring Lane, Camp Hill, Pennsylvania 17011 1818 Enterprises, LLC 18 Stone Spring Lane Camp Hill, Pennsylvania 17011 MARTSON LAW OFFICES By: &) A M H rice Ten E igh Street Carlisle, PA 17013 (717) 243-3341 Dated: September 29, 2008 CERTIFICATE OF SERVICE I, Mary M. Price, an authorized agent of Martson Deardorff Williams Otto Gilroy & Faller, hereby certify that a copy of the foregoing Praecipe was served this date by depositing same in the Post Office at Carlisle, PA, first class mail, postage prepaid, addressed as follows: Lawrence A. Vanloon 18 Stone Spring Lane Camp Hill, PA 17011 2608 Associates, LLC 2608 Walnut Street Harrisburg, Pennsylvania 17105 Christopher B. Polkinghorn 2608 Walnut Street Harrisburg, Pennsylvania 17105 1818 Enterprises, LLC 18 Stone Spring Lane Camp Hill, Pennsylvania 17011 MARTSON LAW OFFICES BY /1' (?ftic?i M . Price 10 East High Street Carlisle, PA 17013 (717) 243-3341 Date: `?/??/Q 7 2005 G C I I Pills C 8 C9, ?',Oo "44". 4 4* ? X?f 4 a3 I/ ??-/ Christopher E. Rice, Esquire Attorney I.D. No. 90916 MARTSON DEARDORFF WILLIAMS OTTO GILROY & FALLER MARTSON LAW OFFICES 10 East High Street Carlisle, PA 17013 (717) 243-3341 Attorneys for Plaintiff MEMBERS 1ST FEDERAL CREDIT UNION, Plaintiff v. 2608 ASSOCIATES, LLC, 1818 ENTERPRISES, LLC, CHRISTOPHER B. POLKINGHORN, and LAWRENCE A. VANLOON, Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 2009 - CIVIL TERM TO: LAWRENCE A. VANLOON, DEFENDANT NOTICE OF ENTRY OF JUDGMENT You are hereby notified that on the J/ day of December, 2009, the following Judgment was entered against you in the above-captioned action: judgment in the amount of $250,386.69, along with interest accruing; at the per diem rate of $48.79, and additional costs, late fees and attorney fees as prayed for in the Complaint for failure to file an Answer to Plaintiff's Complaint. Date: Prothonotary I hereby certify that the name and address of the proper persons to receive this notice under Pa. R. Civ. P. 236 are: Lawrence A. Vanloon 18 Stone Spring Lane Camp Hill, PA 17011